Richard Rew
About Richard Rew
Richard Rew, age 57, is Chief Legal Officer, General Counsel & Secretary of AdaptHealth, appointed in January 2025. He has extensive life sciences and health-tech general counsel experience across HumanN, Tabula Rasa Healthcare, IsoPlexis, Luminex, and ArthroCare, with a B.A. from the University of Texas at Austin (Plan II Honors) and a J.D. from the University of Oklahoma College of Law . Company performance context: 2024 net revenue was $3.26B (+1.9% YoY), Adjusted EBITDA was $688.7M (+2.7% YoY), free cash flow rose to $235.8M, and TSR over 2020–2024 was indexed at 25.35 vs 100 baseline, highlighting ongoing value creation priorities and the firm’s emphasis on EBITDA, FCF, and TSR in pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Human Power of N Company (HumanN) | Chief Legal Officer & General Counsel; Board Advisor | Aug 2024–Dec 2024; Board Advisor currently | Advisory role at a dietary supplement leader; transitioned from CLO/GC |
| Tabula Rasa Healthcare | Chief Legal Officer | Apr 2023–Nov 2023 | Led legal function through sale to CarePathRx in Nov 2023 |
| IsoPlexis | SVP & General Counsel | Oct 2021–Mar 2023 | Guided company through sale to Berkeley Lights, Inc. in Mar 2023 |
| Luminex Corporation | SVP & General Counsel; Chief Compliance Officer (from Feb 2021) | 2015–Jul 2021 | Legal and compliance leadership through sale to DiaSorin in Jul 2021 |
| ArthroCare Corporation | VP, Legal Affairs; later SVP & General Counsel | 2006–2014 | Senior legal leadership culminating with sale to Smith & Nephew in 2014 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Austin Bar Foundation | Board of Directors | Not disclosed | Board service; member of State Bar of Texas |
Fixed Compensation
- Not disclosed in proxy for the General Counsel; the Compensation Committee (via independent consultant ClearBridge) advised on packages for the new CEO, COO, and General Counsel hired in 2024, indicating market benchmarking and structure were set for the GC role .
Performance Compensation
The company’s incentive architecture links pay with enterprise performance; while Rew’s specific targets are not disclosed, AHCO’s 2024 bonus framework and equity design provide clear signals.
| Metric | Weighting | Target (Framework) | Actual 2024 Result | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | Company-set annual targets | Between threshold and target | 95.44% | N/A (cash bonus metric) |
| Free Cash Flow | 20% | Company-set annual targets | Above maximum | 190.87% (subject to EBITDA modifier) | N/A (cash bonus metric) |
| Compliance | 5% | Holistic compliance objectives | Achieved at 100% | 95.44% (after EBITDA modifier) | N/A (cash bonus metric) |
| Relative TSR (PSUs) | Equity program | Vest based on TSR vs peers | Program introduced; 2022 PSUs paid 0% | Future vest at 25th/50th/75th percentile pays 50%/100%/200% | PSUs eligible to vest in 2027 (for 2024 awards) |
- Company-wide 2024 annual incentive payout averaged ~114.52% of target for bonus-eligible NEOs, reflecting metric outcomes and modifier interactions .
- Equity design balances RSUs (time-based, retention) and PSUs (performance-based, TSR vs peers), with PSUs paying 0% in 2024 for the 2022 grant, signaling rigor in performance hurdles .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock Ownership Guidelines | CEO: 6x base salary; other executive officers: 3x base salary (CAO at 1.5x) |
| Compliance Window | Five years to reach guideline; if unmet, must retain at least 50% of after-tax vested shares until compliant |
| Qualifying Holdings | Includes directly owned stock and unvested time-based RSUs |
| Hedging/Pledging | Prohibited: short-term trading, short sales, options trading, margin, pledging, and hedging transactions; exemptions require GC approval (none granted) |
| Beneficial Ownership | Rew is not listed among directors/NEOs in the April 24, 2025 beneficial ownership table; individual share count not disclosed |
Implications: The 3x salary guideline with mandatory retention and anti-pledging/hedging rules strengthen alignment and reduce forced selling risk; Rew is covered by these policies, with expected compliance within five years .
Employment Terms
- Appointment: Chief Legal Officer, General Counsel & Secretary since January 2025; signs company 8-Ks in officer capacity (June 30, 2025; August 5, 2025) .
- Governance reforms: Following the 2024 securities settlement, AHCO adopted reforms including no single-trigger accelerated vesting provisions in future contracts with company officers—implying double-trigger change-of-control is standard going forward .
- Clawback: Compensation recovery policy (effective Oct 2, 2023) mandates recoupment of incentive compensation upon an accounting restatement; no recoveries in 2024 .
- Ownership policy: Covered executives (including GC) are compliant or expected to be compliant within the required timeframe .
- Non-compete/COC: Specific GC severance or non-compete terms are not disclosed; peer executives (CEO, COO, CFO, CTO) have detailed severance/change-of-control terms, suggesting standardized frameworks across the C-suite —and future officer contracts will avoid single-trigger acceleration .
Investment Implications
- Alignment: Strong alignment features—3x salary ownership guideline with retention, prohibition of hedging/pledging, and rigorous PSU TSR hurdles—reduce misaligned incentives and potential selling pressure; GC role is subject to these policies .
- Retention risk: The Committee explicitly engaged ClearBridge to structure the General Counsel package alongside CEO/COO—pointing to market-calibrated compensation for legal leadership amid executive transitions; clawback and double-trigger norms further support governance quality .
- Execution track record: Rew has repeatedly served through corporate sales and integrations (IsoPlexis→Berkeley Lights; Luminex→DiaSorin; Tabula Rasa→CarePathRx), indicating M&A and compliance expertise valuable for AHCO’s scale operations and reimbursement-driven environment .
- Trading signals: Beneficial ownership for Rew is not disclosed and insider trading is tightly restricted (no pledging/hedging; pre-clearance norms), limiting near-term signal extraction; monitoring future Form 4s would be necessary to assess sell/buy pressure and vest-driven activity .
Data gaps: Base salary, bonus targets, equity grants, vesting schedules, and severance/CIC terms specific to Richard Rew are not disclosed in the 2025 DEF 14A or retrieved 8-Ks; company-wide policies and structures are cited where applicable .